CHYM on Nasdaq

Chime Financial, Inc.

Chime Financial, Inc. is an American finance services company based in San Francisco.1 Its shares trade on Nasdaq under the symbol CHYM.1

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Last updated Oct 21, 2026.

Overview

$2.2BRevenue, fiscal 20252
-$1.0BNet income, fiscal 20252

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  • TickerCHYM on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersSan Francisco, California1
  • Incorporated inDE3
  • Business address101 California Street, Suite 500, San Francisco, Ca 941113
  • Filer categoryNon-accelerated filer3

We created Chime to help everyday people make progress in their financial lives. For too long, millions of Americans, including the nearly 75% of the adult population that earn up to $100,000 annually, have struggled with bank relationships that are not always aligned with their best interests. So we set out to create a new approach, built on a foundation of trust rather than fine print and punitive fees. Through our direct relationships with FDIC-insured bank partners, we deliver easy-to-use products that address the most critical financial needs of everyday people — spending, saving, accessing liquidity, and building credit, all while avoiding punitive fees.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

88.0%Gross margin2
-47.6%Operating margin2
-46.2%Net margin2
30.7%Revenue growth, 20252
-72.1%Return on equity2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Payments Revenue brought in 60% of the revenue Chime Financial, Inc. broke down this way in fiscal 2025.

  1. Payments Revenue$1.5B260%up 18% from 2024
  2. Platform-Related Revenue$686.2M227%up 73% from 2024
  3. MyPay$333.5M213%up 176% from 2024
Products and services by year
Products and services202320242025
Payments Revenue$1.0B$1.3B$1.5B
Platform-Related Revenue$257.3M$396.7M$686.2M
MyPay$121.0M$333.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue12¢$263.0M
  • Research and development43¢$934.9M
  • Other costs45¢$988.0M
  • Income tax0¢$831.0K

Out of $2.2B in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks100¢$77.5M

Out of $52.8M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.2

Financial statements

Revenue2$2.2B in 2025+71% since 2023
0$1.0B$2.0B$3.0B2023: $1.3B$1.3B20232024: $1.7B$1.7B2024+31%2025: $2.2B$2.2B2025+31%
Gross profit2$1.9B in 2025+82% since 2023
0$500.0M$1.0B$1.5B$2.0B2023: $1.1B$1.1B20232024: $1.5B$1.5B2024+38%2025: $1.9B$1.9B2025+31%
Operating income2-$1.0B in 2025+341% since 2023
-$1.5B-$1.0B-$500.0M02023: -$235.8M-$235.8M20232024: -$62.2M-$62.2M2024−74%2025: -$1.0B-$1.0B2025+1572%
Net income2-$1.0B in 2025+397% since 2023
-$1.5B-$1.0B-$500.0M02023: -$203.2M-$203.2M20232024: -$25.3M-$25.3M2024−88%2025: -$1.0B-$1.0B2025+3885%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Revenue$2.2B$1.7B$1.3B
Cost of revenue$263.0M$207.5M$219.7M
Gross profit$1.9B$1.5B$1.1B
Transaction and risk losses$407.3M$219.7M$152.4M
Member support and operations$458.0M$286.9M$272.8M
Sales and marketing$635.4M$519.8M$443.8M
Technology and development$934.9M$309.6M$259.0M
General and administrative$512.1M$177.2M$154.9M
Depreciation and amortization$16.0M$14.8M$11.6M
Total operating expenses$3.0B$1.5B$1.3B
Loss from operations-$1.0B-$62.2M-$235.8M
Other income, net$30.9M$39.5M$32.8M
Income (loss) before income taxes-$1.0B-$22.7M-$203.0M
Provision for income taxes$831.0K$2.6M$234.0K
Net loss-$1.0B-$25.3M-$203.2M
Net loss per share, basic (in usd per share)-$4.27-$0.39-$3.22
Net loss per share, diluted (in usd per share)-$4.27-$0.39-$3.22
Weighted average number of common shares outstanding used to compute net loss per share, basic (in shares)236.3M shares64.9M shares63.1M shares
Weighted average number of common shares outstanding used to compute net loss per share, diluted (in shares)236.3M shares64.9M shares63.1M shares

Compare Chime Financial, Inc. with another company

Corporate structure

Chime Financial, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Chime Financial, Inc.

  • Chime Financial, Inc. San Francisco, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Chime Financial, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$83.4M2 Dec 31, 2025$49.3M2 Dec 31, 2024+69.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$466.3M2 Dec 31, 2025$337.7M2 Dec 31, 2024+38.1%
Marketable securities, current$587.8M2 Dec 31, 2025$368.9M2 Dec 31, 2024+59.4%
Debt securities available for sale$587.8M2 Dec 31, 2025
Loans, net of allowance$71.6M2 Dec 31, 2025$99.8M2 Dec 31, 2024−28.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$27.5M2 Dec 31, 2025$27.5M2 Dec 31, 20240%
Finite-lived intangibles, net$27.5M2 Dec 31, 2025

Properties, in its own words

Our corporate headquarters is located in San Francisco, California, where we currently lease approximately 201,898 square feet under a lease agreement that expires in 2032. We lease or license additional offices in the United States, including in Chicago, Illinois and New York, New York. We do not own any real property. We believe that these facilities are suitable to meet our needs.

Item 2 of the 10-K filed Mar 6, 2026.4

Leadership

Who has led Chime Financial, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (10)

Timeline

  1. Sep 8, 20268-K Entered a material agreement; Regulation FD disclosure22
  2. Aug 5, 20268-K Results of operations; Exit or restructuring costs; Executive or director change23
  3. Jun 4, 20268-K Shareholder vote24
  4. May 6, 20268-K Results of operations; Other events25
  5. Feb 25, 20268-K Results of operations26
  6. Dec 10, 20258-K Executive or director change27
  7. Nov 5, 20258-K Results of operations; Other events28
  8. Aug 7, 20258-K Results of operations29
  9. Jun 11, 2025New chief executive Christopher R. Britt becomes CEO9

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.15) a share, on Nov 5, 2025.30

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results23
  2. May 6, 2026Reported quarterly or annual results25
  3. Feb 25, 2026Reported quarterly or annual results26
  4. Nov 5, 2025Reported quarterly or annual results28
  5. Aug 7, 2025Reported quarterly or annual results29

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

230 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 8 major events, 131 insider forms, 10 large holders, 76 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 13, 2026144 EDGAR
  3. Oct 9, 2026144 EDGAR
  4. Sep 16, 2026144 EDGAR
  5. Sep 16, 2026144 EDGAR
  6. Sep 16, 2026144 EDGAR
  7. Sep 16, 20264 EDGAR
  8. Sep 16, 20264 EDGAR
  9. Sep 16, 20264 EDGAR
  10. Sep 16, 20264 EDGAR
  11. Sep 15, 20264 EDGAR
  12. Sep 15, 20264 EDGAR
  13. Sep 15, 2026144 EDGAR
  14. Sep 15, 2026144 EDGAR
  15. Sep 15, 2026144 EDGAR
  16. Sep 15, 20264 EDGAR
  17. Sep 15, 20264 EDGAR
  18. Sep 14, 2026144 EDGAR
  19. Sep 14, 2026144 EDGAR
  20. Sep 14, 20264 EDGAR

The 230 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

65 open-market trades by officers, directors and large owners since October 2021: 1 buys and 64 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 16, 2026Feuille JamesDirectorSale256,837$32.33$8.3MForm 4
Sep 15, 2026Feuille JamesDirectorSale95,400$33.21$3.2MForm 4
Sep 15, 2026FRANKEL ADAM BGeneral CounselSale102,002$33.31$3.4MForm 4
Sep 14, 2026Feuille JamesDirectorSale95,400$34.09$3.3MForm 4
Sep 14, 2026DST Global Advisors Ltd10% ownerSale3,216,189$33.99$109.3MForm 4
Sep 14, 2026DSTG VI Investments-A, L.P.10% ownerSale3,216,189$33.99$109.3MForm 4
Sep 11, 2026Marshall CynthiaDirectorSale20,000$33.09$661.8KForm 4
Sep 11, 2026CAROLAN SHAWN TDirectorSale277,007$33.05$9.2MForm 4
Sep 11, 2026Feuille JamesDirectorSale258,398$32.94$8.5MForm 4
Sep 11, 2026Cardew Services Ltd10% ownerSale207,513$33.07$6.9MForm 4
Sep 11, 2026DSTG VI Investments-A, L.P.10% ownerSale207,513$33.07$6.9MForm 4
Sep 10, 2026CAROLAN SHAWN TDirectorSale302,306$33.21$10.0MForm 4
Sep 10, 2026Feuille JamesDirectorSale93,492$33.15$3.1MForm 4
Sep 9, 2026King Ryan ACo-FounderSale42,421$35.15$1.5MForm 4
Sep 9, 2026Zinonos Despoina10% ownerSale59,630$35.03$2.1MForm 4
Sep 9, 2026DST Managers VI Ltd10% ownerSale59,630$35.03$2.1MForm 4
Sep 8, 2026Asmerom AmineChief Accounting OfficerSale19,505$32.94$642.5KForm 4
Sep 1, 2026Britt Christopher RChief Executive OfficerSale200,000$32.04$6.4MForm 4
Aug 28, 2026Britt Christopher RChief Executive OfficerSale100,000$34.03$3.4MForm 4
Aug 26, 2026Galileo (PTC) Ltd10% ownerSale1,168,667$33.04$38.6MForm 4

All 65 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Christopher BrittCo-Founder, Chairman, and Chief Executive Officer53$500.0K$98.9M38
2025Ryan KingCo-Founder and Director49$475.0K$58.2M38
2025Mark TroughtonPresident$497.4K$22.8M38
2025Matthew NewcombChief Financial Officer$495.8K$18.5M38
2025Adam FrankelGeneral Counsel and Corporate Secretary$447.9K$5.4M38
2024Christopher BrittCo-Founder, Chairman, and Chief Executive Officer53$500.0K$15.8M38
2024Ryan KingCo-Founder and Director49$475.0K$15.4M38
2024Adam FrankelGeneral Counsel and Corporate Secretary$425.0K$3.5M38
2024Mark TroughtonPresident$450.0K$927.1K38
2024Matthew NewcombChief Financial Officer$446.8K$778.9K38

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Galileo (PTC) Ltd52,268,715$1.1B96.7%No change
Crosslink Capital Inc26,185,368$536.3M39.6%No change
General Atlantic, L.P.21,259,683$435.4M15.0%No change
Menlo Ventures Management, L.P.17,442,713$357.2M100.0%No change
Aspect Management, LLC11,933,275$244.4M100.0%No change
BlackRock, Inc.11,244,380$230.3M0.0%+9,819,060
Vanguard Portfolio Management LLC10,198,789$208.9M0.0%+169,529
Vanguard Capital Management LLC9,215,115$188.7M0.0%−344,994
Forerunner Ventures Management, LLC8,031,107$164.5M100.0%−1,000,000
Capital Research Global Investors5,657,874$115.9M0.0%−456,011
Tiger Global Management LLC5,284,045$108.2M0.5%−5,797,735
Softbank Group Corp.5,067,336$103.8M0.6%No change
Arrowstreet Capital, Limited Partnership4,973,193$101.9M0.0%+2,216,638
Orland Properties Ltd4,610,050$94.4M46.7%No change
Dragoneer Investment Group, LLC4,308,999$88.2M3.1%No change
Patient Capital Management, LLC4,082,489$83.6M2.8%+1,200,473
Divisadero Street Capital Management, LP3,626,050$74.3M1.7%New
Greenhouse Funds LLLP3,418,402$70.0M3.7%−3,353
Spyglass Capital Management LLC3,406,249$69.8M3.8%+2,109,057
Geode Capital Management, LLC2,292,050$65.9M0.0%+1,456,219
Norges Bank3,087,275$63.2M0.0%New
Marshall Wace, Llp2,687,572$55.0M0.0%−704,478
Ashton Thomas Private Wealth, LLC2,655,295$54.4M1.1%−197,625
State Street Corp2,519,494$51.6M0.0%+2,293,301
American Century Companies Inc2,508,473$51.4M0.0%+498,942

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Chime Financial, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARChime Financial, Inc.1
  • CIK0001795586
  • Employer ID (EIN)46-09253884
  • Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address101 California Street, Suite 500, San Francisco, CA 941111
  • Phone844-244-63631
  • Shares outstanding351,967,531 Common Class A shares; 32,132,289 Common Class B shares as of Feb 26, 20264
  • Public float$8.3B as of Jun 30, 20254
  • AuditorErnst & Young LLP, San Francisco, California PCAOB ID 42; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 6, 20191
  • Filings236 in all: 4 (117), 144 (46), 3 (12), 8-K (8), SCHEDULE 13G (8), UPLOAD (5), 10-Q (4), CORRESP (4)1
    All 28 form types

    DRS/A (4), DRSLTR (4), D (3), D/A (3), S-8 (2), SCHEDULE 13G/A (2), 10-K (1), 144/A (1), 3/A (1), 4/A (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 6, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareCHYMThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Chime Financial, Inc. names in Item 1A of its 10-K filed Mar 6, 2026: 60 risks under these headings, as written.4

  • Risks Related to Our Business
  • We may be unable to attract and retain Active Members, and maintain and increase the revenue we generate from our Active Members, which may adversely affect our business, financial condition, and results of operations.
  • Our relationships with our bank partners are crucial to our business, and we may be unable to maintain our relationship with either of our bank partners, which may adversely affect our business, financial condition, and results of operations.
  • Changes in rules and practices regarding interchange fees, card network fees, and other fees and assessments may adversely affect our business, financial condition, and results of operations.
  • Our business depends on our strong and trusted brand, and we may fail to maintain and protect our brand, which may adversely affect our business, financial condition, and results of operations.
  • Member engagement with our platform relies on member satisfaction. Any failure to maintain member satisfaction or provide reliable member support may cause member engagement with our products to decline and adversely affect our business, results of operations, and financial condition.
  • Our success depends on our ability to develop products to address the market for financial services, and we may not be able to develop new products or implement successful enhancements for existing products, which may adversely affect our business, financial condition, and results of operations.
  • In addition to our bank partners, we rely on third parties and their systems for a variety of services, and we face risks associated with any failure by these third parties to adequately perform these services, which may adversely affect our business, financial condition, and results of operations.
  • We have incurred significant net losses and we may not be able to achieve or maintain profitability in the future.
  • Our results of operations may fluctuate from period-to-period, which may cause the market price of our Class A common stock to decline.
  • We face substantial and intense competition in our industry which may adversely affect our business, financial condition, and results of operations.
  • Our products may not function as intended due to errors in our software, systems, or processes, or human error in administering these systems or processes, which may adversely affect our business, results of operations, and financial condition.
The other 49 risks
  • System failures and interruptions in the availability of our platform may adversely affect our business, results of operations, and financial condition.
  • Any real or perceived improper or unauthorized use of, disclosure of, or access to confidential, proprietary, personal, and sensitive data maintained or otherwise controlled by us, our bank partners or our other third-party service providers may harm our reputation as a trusted brand, and may adversely affect our business, financial condition, and results of operations.
  • Data breaches, malware, and other security or hacking incidents may adversely affect our brand, business, financial condition, and results of operations.
  • Issues in the development and use of AI and ML, combined with an uncertain legal and regulatory environment, may harm our brand, cause us to incur liabilities, and may adversely affect our business, financial condition, and results of operations.
  • The liquidity products offered through our platform expose us to financial losses and if a substantial number of our members fail to repay the lines of credit or loans that they receive through our platform, our business, financial condition, and results of operations may be adversely affected.
  • We are exposed to risks associated with transaction disputes in connection with our members’ payment card transactions, which may adversely affect our business, financial condition, and results of operations.
  • Fraudulent activity associated with our products may cause the use and acceptance of our products to decrease and adversely affect our business, financial condition, and results of operations.
  • Our business, financial condition, and results of operations may be adversely affected if our risk management framework does not effectively identify, assess, and mitigate risk.
  • Member transactions are now processed through ChimeCore, our proprietary payment processor and ledger. Any problems with ChimeCore may adversely affect our business, financial condition, and results of operations.
  • We depend in part on the experience and expertise of our Co-Founders, senior management team, and key technical employees, and the loss of any such key employee may adversely affect our business, financial condition, and results of operations.
  • If we are unable to retain or motivate key personnel, hire qualified personnel, or maintain our corporate culture, our business, financial condition, and results of operations may be adversely affected.
  • We have a limited operating history at our current scale, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • Our recent rapid growth may not be indicative of future growth, and we may not be able to manage our growth effectively, which may adversely affect our business, financial condition, and results of operations.
  • We face a number of risks related to our strategic transactions which may adversely affect our business, financial condition, and results of operations.
  • Operating as a public company requires us to incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which may adversely affect our business, financial condition, and results of operations.
  • Risks Related to Regulatory and Legal Matters
  • The regulatory framework for our business is evolving and uncertain as federal and state governments consider new laws and regulations to regulate financial services companies and their partners that, independently or together, provide digital banking services. Additional laws and regulations, or new interpretations thereof, may adversely affect our business, financial condition, and results of operations.
  • We are subject to risks related to the banking ecosystem, including through our bank partnerships, FDIC regulations and policies, and other regulatory obligations, which may adversely affect our business, financial condition, and results of operations.
  • The CFPB has significant authority to regulate consumer financial services, and there is uncertainty as to how the agency’s actions or the actions of any other agency may impact our business.
  • We have been subject to litigation and regulatory investigations, actions, and settlements, and we expect to continue to be subject to such proceedings in the future, which may cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.
  • If any of the loans or advances that support the liquidity products offered through our platform are found to violate any applicable state usury laws or other lending laws, we may be subject to penalties, and we may be forced to modify our business practices, each of which may adversely affect our business, financial condition, and results of operations.
  • We may be subject to additional laws and regulations as we introduce new products or update our platform, which may adversely affect our business, financial condition, and results of operations.
  • The highly regulated environment in which our bank partners operate may adversely affect our business, financial condition, and results of operations.
  • If we are found to be operating without having obtained necessary state or local licenses, our business, financial condition, and results of operations may be adversely affected.
  • Stringent and changing laws and other requirements relating to privacy, data protection, and data security may adversely affect our brand, business, financial condition, and results of operations.
  • We are subject to laws and regulations covering anti-corruption, anti-bribery, trade sanctions, anti-money laundering, and similar laws, and non-compliance with such laws and regulations can subject us to criminal penalties or significant fines and adversely affect our business, financial condition, and results of operations.
  • Risks Related to Intellectual Property Matters
  • If we fail to adequately protect our intellectual property rights, our competitive position may be impaired, and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights, which may adversely affect our business, financial condition, and results of operations.
  • We have been, and may in the future be, subject to intellectual property rights claims by third parties, which are extremely costly to defend, may require us to pay significant damages and may limit our ability to use certain technologies, which may adversely affect our business, financial condition, and results of operations.
  • We use open source software in our products, which may subject us to litigation or other actions, which may adversely affect our business, financial condition, and results of operations.
  • Risks Related to Financial and Tax Matters
  • We may incur substantial indebtedness and any failure to meet our debt obligations may adversely affect our business, financial condition, and results of operations.
  • Our credit facility contains restrictive covenants that may limit our operating flexibility, which may adversely affect our business, financial condition, and results of operations.
  • We may require additional capital to support our business, and this capital may not be available to us on acceptable terms, if at all, which may adversely affect our business, financial condition, and results of operations.
  • Our bank partners originate and hold on their balance sheets amounts related to the liquidity products offered through our platform. If we are unable to maintain these arrangements as we grow or we cannot find suitable alternative arrangements, our business, financial condition, and results of operations may be adversely affected.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations may be impaired, which may adversely affect our business, financial condition, and results of operations.
  • We rely on assumptions and estimates to calculate certain of our metrics and other figures presented herein, and real or perceived inaccuracies in such metrics may adversely affect our brand and our business, financial condition, and results of operations.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations may be adversely affected.
  • We may have exposure to greater-than-anticipated tax liabilities, which may adversely affect our business, financial condition, and results of operations.
  • We have in the past recorded, and may in the future record, significant valuation allowances on our deferred tax assets, which may have a material impact on our results of operations.
  • Our ability to use our net operating losses or other tax attributes to offset future taxable income or tax liabilities may be subject to certain limitations, which may adversely affect our business, financial condition, and results of operations.
  • General and Macroeconomic Risks
  • A deterioration of macroeconomic conditions may adversely affect our members, which may adversely affect our business, financial condition, and results of operations.
  • Environmental, social and governance (“ESG”) issues may harm our brand and adversely affect our business, financial condition, and results of operations.
  • Our business, financial condition, and results of operations may be adversely affected by natural disasters, public health crises, political crises, or other unexpected events.
  • Risks Related to Ownership of Our Class A Common Stock
  • The multi-class structure of our common stock has the effect of concentrating voting power with our Co-Founders, which will limit your ability to influence the outcome of matters submitted to our stockholders for approval, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction.
  • The multi-class structure of our common stock may adversely affect the trading market for our Class A common stock.
  • The market price of our Class A common stock may be volatile and you may lose all or part of your investment.
  • The issuance of additional stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.
  • We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Repurchases of shares of our Class A Common Stock could also increase the volatility of the trading price of our Class A Common Stock and could diminish our cash reserves.
  • Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
  • Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock.
  • Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which may limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.

Legal proceedings

In the ordinary course of business, the Company may be subject to various legal proceedings, including, from time to time, actions which are asserted to be maintainable as class action suits, and is at times subjected to government and regulatory proceedings, investigations and inquiries. We are not currently subject to any legal proceedings that, if determined adversely to us, would, in our opinion, have a material and adverse effect on our business, results of operations, or financial condition. Future litigation may be necessary or warranted to defend ourselves or our partners or to establish or assert our rights. The results of any current or future legal proceedings or litigation cannot be predicted with certainty, and regardless of the outcome, legal proceedings or litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

The Company reviews these matters on an ongoing basis to determine whether it is probable and estimable that a loss has occurred and uses that information when making accrual and disclosure decisions. If the potential loss is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. As of December 31, 2025 and December 31, 2024, the Company does not expect any claims with a reasonably possible adverse outcome to have a material impact to the Company, and accordingly, has not accrued for any such claims.

The opening of Item 3, Legal Proceedings.4

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